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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA


UNITED STATES OF AMERICA,

                                Plaintiff,

                                v.

AMERICAN STOCK EXCHANGE,
LLC; CHICAGO BOARD OPTIONS
EXCHANGE, INCORPORATED;
PACIFIC EXCHANGE, INC.; and
PHILADELPHIA STOCK EXCHANGE,          
INC.,

                                Defendants.

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Civ.No.00-CV-02174(EGS)

CERTIFICATE OF COMPLIANCE WITH PROVISIONS
OF THE ANTITRUST PROCEDURES AND PENALTIES ACT

Plaintiff, United States of America, by the undersigned attorney, hereby certifies that, in compliance with the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16(b)-(h), the following procedures have been followed in preparation for the entry of a final judgment herein:

1. Plaintiff and defendants stipulated to the entry of the proposed Final Judgment, and this Stipulation was filed with the Court on September 11, 2000;

2. The proposed Final Judgment was filed with the Court on September 11, 2000;

3. The Competitive Impact Statement was filed with the Court on September 11, 2000;

4. The Stipulation, proposed Final Judgment, and Competitive Impact Statement were published in the Federal Register on September 26, 2000, Volume 65, No. 187, at pages 57,829-57,842;(1)

5. Copies of the Stipulation, proposed Final Judgment, and Competitive Impact Statement were furnished to all persons requesting them;

6. A summary of terms of the proposed Final Judgment was published in the Washington Post, a newspaper of general circulation in the District of Columbia, beginning on September 21, 2000 and continuing on consecutive days through September 27, 2000;(2)

7. Defendant American Stock Exchange, LLC (on September 22, 2000), defendant Chicago Board Options Exchange, Inc. (on September 25, 2000), defendant Pacific Exchange, Inc. (on September 25, 2000) and defendant Philadelphia Stock Exchange, Inc. (on September 22, 2000), each filed with the Court a description of written or oral communications by or on behalf of the defendants, or any other person, with any officer or employee of the United States concerning the proposed Final Judgment, as required by 15 U.S.C. § 16(g);

8. The sixty-day comment period prescribed by 15 U.S.C. § 16(b) and (d) for the receipt and consideration of written comments, during which the proposed Final Judgment could not be entered, commenced on September 27, 2000 and ended on November 27, 2000;

9. As of the date of this certificate of compliance, the United States has received no comments on the proposed Final Judgment. Accordingly, it was not necessary for the United States to file any Response of the United States to Comments with the Court, or to publish any comments or Response in the Federal Register, pursuant to 15 U.S.C. § 16(d).

10. The parties have now satisfied all the requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16(b)-(h), as a condition for entering the proposed Final Judgment, and it is now appropriate for the Court to make the public interest determination required by 15 U.S.C. § 16(e) and to enter the Final Judgment.

Dated: December 1, 2000

    Respectfully submitted,


  ________________________\s\__
George S. Baranko
(D.C. Bar # 288407)
Trial Attorney
Computers & Finance Section
Antitrust Division
United States Department of Justice
600 E Street, N.W.
Washington, D.C. 20530
(202) 307-6136

FOOTNOTES

1. A copy of the Federal Register notice is attached as Exhibit A.

2. A copy of the newspaper notice and certificate of publication are attached as Exhibit B.